Inapplicability of Anti-takeover Statutes. The board of directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 4 contracts
Samples: Merger Agreement (GoRemote Internet Communications, Inc.), Merger Agreement (Avalon Pharmaceuticals Inc), Merger Agreement (Clinical Data Inc)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 3 contracts
Samples: Merger Agreement (OvaScience, Inc.), Merger Agreement (Synta Pharmaceuticals Corp), Merger Agreement (Targacept Inc)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has Parent and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Parent Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (MYnd Analytics, Inc.), Merger Agreement (Emmaus Life Sciences, Inc.)
Inapplicability of Anti-takeover Statutes. The board Board of directors of the Company Directors has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Rae Systems Inc), Merger Agreement (Rae Systems Inc)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Emmaus Life Sciences, Inc.), Merger Agreement (MYnd Analytics, Inc.)
Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Innovate and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Innovate Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Innovate Voting Agreements or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Innovate Biopharmaceuticals, Inc.), Merger Agreement (Innovate Biopharmaceuticals, Inc.)
Inapplicability of Anti-takeover Statutes. The board of directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger I and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the MergerMerger I, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Mikohn Gaming Corp), Merger Agreement (Virtgame Com Corp)
Inapplicability of Anti-takeover Statutes. The board of directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, are inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Zilog Inc), Merger Agreement (Ixys Corp /De/)
Inapplicability of Anti-takeover Statutes. The board of directors As of the date hereof and at all times on or prior to the Effective Time, the Company Board has taken and will take all actions necessary to ensure so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable in applicable to the execution, delivery and performance of this Agreement and the Voting Agreements Agreement and to the consummation of the Merger and the other Contemplated Transactionstransactions contemplated thereby. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement, the Merger or any of the other Contemplated Transactionstransactions contemplated thereby.
Appears in 1 contract
Samples: Merger Agreement (Proxicom, Inc.)
Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Castle and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar state Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Cempra, Inc.)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance by the Company of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactionstransactions contemplated hereunder.
Appears in 1 contract
Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Tranzyme and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Tranzyme Inc)
Inapplicability of Anti-takeover Statutes. The Alcobra Board of Directors and the board of directors of the Company has Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Alcobra Ltd.)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance by the Company of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 1 contract
Inapplicability of Anti-takeover Statutes. The Intec Board of Directors and the board of directors of the Company has Merger Sub and Intec Parent have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Intec Pharma Ltd.)
Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Phoenix and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Zalicus Inc.)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements Company Stockholder Support Agreement and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements Company Stockholder Support Agreement or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Flexible Solutions International Inc)
Inapplicability of Anti-takeover Statutes. The board of directors of the Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Business Combination Agreement (KBL Merger Corp. Iv)
Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Talos and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Targacept Inc)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Tranzyme Inc)
Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar state Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Cempra, Inc.)
Inapplicability of Anti-takeover Statutes. The board Quoin Board of directors of the Company Directors has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Quoin Stockholder Support Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Quoin Stockholder Support Agreements or any of the other Contemplated Transactions.
Appears in 1 contract